U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
  (X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
       ACT OF 1934 For the fiscal year ended December 31, 2000
                                       OR
  ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
       EXCHANGE ACT OF 1934 - For the Transition period from ______ to ____

                         Commission File Number: 0-21604

             Common Goal Health Care Pension and Income Fund L.P. II
        (Exact name of small business issuer as specified in its charter)

           Delaware                                           36-3644837
(State or other Jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                        1100 Ocean Shore Blvd., Suite 10
                             Ormond Beach, FL 32176
                    (Address of principal executive offices)

                                 (904) 441-6633
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  Units of Limited
Partnership Interest

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing  requirements  for the past 90 days. YES [X]   No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this Form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements,  incorporated  by  reference  in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Issuer's revenues for the fiscal year ended December 31, 2000 were $232,102.

The aggregate original sales price of the units of Limited Partnership  Interest
held by  non-affiliates  of the  Registrant as of March 31, 2001 was  $5,221,160
(490  investors).  As of March 31, 2001, there was no market for these Units and
no market is expected to develop.  The aggregate  sales price is accordingly not
necessarily indicative of the price at which these Units would trade.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Prospectus of the  Registrant  dated January 12, 1990, and filed
pursuant to Rule 424(b) and Rule 424(c)  under the  Securities  Act of 1933,  as
amended,  are  incorporated  by reference into Part III of this Annual Report on
Form 10-KSB.

<PAGE>
                                     PART I

Item 1.  Description of Business.

         General.
         -------

     Common Goal Health Care Pension and Income Fund L.P. II (the "Partnership")
was organized on May 9, 1989 as a limited partnership under the Delaware Revised
Uniform Limited  Partnership Act. The Partnership's  general partners are Common
Goal Capital Group, Inc. II ("Common Goal II" or the "Managing General Partner")
and  Common  Goal  Limited  Partnership  II (the  "Associate  General  Partner")
(collectively,  the "General Partners"). With limited exceptions, Common Goal II
has exclusive control over the business of the Partnership,  including the right
to manage the Partnership's assets. The Partnership commenced operations on July
2, 1990 after having accepted  subscriptions  for more than the requisite number
of 117,650  units of limited  partnership  interest  (the  "Units")  in a public
offering  registered  with the Securities and Exchange  Commission  (the "Public
Offering"). The Partnership raised a total of $5,221,160 in its Public Offering.

     The Partnership's  primary business was to invest in or make mortgage loans
which were  secured by junior  mortgages  or deeds of trust on fee or  leasehold
interests in health  care-related  real estate,  including  properties  owned or
acquired by affiliated  borrowers,  or other collateral,  including interests in
borrowers  satisfactory to the Managing General Partner (the "Mortgage  Loans").
The  Partnership  also made a Mortgage  Loan through a joint venture with Common
Goal  Health  Care  Participating  Mortgage  Fund L.P.  ("Common  Goal  I"),  an
affiliated, publicly-offered limited partnership with investment objectives that
are  substantially  identical to those of the  Partnership.  (See "Joint Venture
Loan," below.) The  facilities  underlying  the  Partnership's  loans to certain
affiliated  borrowers  (See "St.  Catherine's  Loans"  below)  were leased to an
unaffiliated  third party in November 1998 (the "Lessee").  The Lessee continues
to lease the facilities. The Lessee did not assume the St. Catherine's Loans.

     The  Partnership's  objectives  in making its Mortgage  Loans were:  (i) to
preserve  and  protect  the  Partnership's  capital;  (ii) to provide  quarterly
distributions  from  investment  income;  and  (iii) to  provide  for  potential
long-term  appreciation of its Mortgage Loan  investments,  principally  through
participations  payable at  maturity  of the  Mortgage  Loan or upon the sale or
refinancing  of the  underlying  property (the  "Participations").  It is not an
objective of the Partnership to provide tax-sheltered income.

     The  Partnership  is  conducting  and  intends to  continue  to conduct its
operations so that it will not become subject to regulation under the Investment
Company Act of 1940. Generally,  the term "investment company" might include the
Partnership if, after a one-year period,  the  Partnership,  among other things,
were to be  engaged  primarily,  or were to hold  itself  out as  being  engaged
primarily, or were to propose to engage primarily, in the business of investing,
reinvesting or trading in securities, or if it were to have more than 40% of its
total assets, excluding cash and government securities,  invested in "investment
securities" as that term is defined in the  Investment  Company Act of 1940. The
Partnership does not currently meet this test.

     The Partnership  made Mortgage Loans on fee interests (or other  beneficial
interest essentially equivalent to a mortgage on real property). All real estate
underlying  existing  Mortgage  Loans  is  used  in the  health  care  industry,
particularly real estate used as nursing home and intermediate care facilities.

     The  Partnership  treats its Mortgage  Loans as mortgage  loans for federal
income tax purposes.  See "Item 7. Financial Statements." The Partnership is not
subject to federal  income taxes as the  liability for such taxes is that of the
partners rather than the  Partnership.  For further  information  concerning the
Partnership's present investments in Mortgage Loans, see "St. Catherine's Loans"
below.

     The  Managing  General  Partner  will  attempt to resolve any  conflicts of
interest  between  the  Partnership  and  others by  exercising  the good  faith
required of fiduciaries. The Managing General Partner believes that generally it
will be able to resolve conflicts, if any, on an equitable basis.

     Funds held pending distribution, may be invested by the Partnership, at the
direction  of  the  Managing  General  Partner,   in  United  States  government
securities,  certificates  of deposit of United States banks with a net worth of
at least  $20,000,000,  repurchase  agreements  covering the  securities  of the
United  States  government  or  governmental  agencies,   bankers'  acceptances,
commercial paper rated A-1, Prime-1 or better by Standard and Poor's Corporation
or Moody's  Investors  Service,  Inc.,  respectively,  money market funds having
assets in excess of  $100,000,000,  interest-bearing  time deposits in banks and
thrift institutions or any combination of these investments.

<PAGE>
         Joint Venture Loan.
         ------------------

     The  Partnership  made a mortgage loan (the "Joint Venture Loan") in August
1990  through  a  joint   venture  (the  "Joint   Venture")   with  Common  Goal
Participating   Mortgage   Fund  L.P.   ("Common   Goal  I"),   an   affiliated,
publicly-offered   limited  partnership  with  investment  objectives  that  are
substantially identical to those of the Partnership.

     The Joint Venture,  CGI-CGII  Honeybrook  General  Partnership,  a Maryland
general  partnership  (the "Lender"),  entered into an Amended and Restated Loan
Agreement  (the "Loan  Agreement")  with Honey  Brook  Medical  Investors,  Ltd.
("Medical"),  Honey Brook Retirement Investors,  Ltd. ("Retirement"),  Forest L.
Preston   ("Preston"),   Fred  L.  Lester  ("Lester")  and  Charles  E.  Jabaley
("Jabaley")  (collectively,  the  "Borrowers").  Medical holds title to property
referred to as Hickory House  Nursing Home located in Honey Brook,  Pennsylvania
("Hickory  House").  Retirement  holds  title  to the  property  referred  to as
Heatherwood  Retirement  Center  also  located  in  Honey  Brook,   Pennsylvania
("Heatherwood").

     The  Loan  Agreement  provided  for a  loan  in  the  principal  amount  of
$3,430,113.95.  The  Partnership  subsequently  funded  $95,600  in 1991,  which
decreased the Common Goal I portion of the Joint Venture Loan to $3,334,514. The
loan was  originally  collateralized  by an  absolute  assignment  of all of the
general and limited  partnership  interests in Medical and Retirement,  a Junior
Mortgage on Hickory House, and the guaranty of Preston, Lester, Jabaley and Life
Care. The Loan Agreement  provided for Basic Interest of 13.7% per annum payable
monthly in advance at 12% per annum with 1.7%  deferred  and paid  annually  and
Additional  Interest  consisting  of  two  components  (participation  in  gross
revenues and participation in appreciation).

     On December 3, 1993, Lender and Borrowers executed a First Amendment to the
Amended and Restated Loan  Agreement (the "First  Amendment")  pursuant to which
the  description of the Collateral was amended to eliminate the Mortgage and the
calculation  of Additional  Interest was amended to provide that the fair market
value  of  the  Hickory  House  portion  of  the  Collateral  was  deemed  to be
$6,400,000.  Thus,  while the Mortgage on Hickory  House was released and a fair
market  value  was  attributed  to that  property  (for  purpose  of  subsequent
calculation  of  Additional  Interest),  Lender  continued  to  be  entitled  to
participate in gross revenues and appreciation in Heatherwood and Hickory House.
At December 31, 1999 and 1998, the Joint Venture Loan had an outstanding balance
of $1,618,254,  with Common Goal I's portion being approximately  $1,567,664 and
the Partnership's portion being approximately $50,590.

     In January,  2000,  Borrower requested an extension of the maturity date to
March 31, 2000.  Lender agreed,  provided that Borrowers paid down the principal
balance of the loan by $500,000,  which amount was paid in February  2000.  This
amount was used to retire the $50,590 remaining of the  Partnership's  principal
with the balance reducing Common Goal I's principal. On or about April 11, 2000,
the Lender and the Borrowers agreed that $235,000 of Additional Interest was due
of which the Partnership's share was $7,355.

         St. Catherine's Loans.
         ---------------------

     In addition, the Partnership initially made and funded three mortgage loans
to  affiliated  entities  (the  "St.   Catherine's  Loans").  The  Partnership's
affiliation with these entities is a result of the President and Chief Executive
Officer of the Managing  General  Partner  also serving as the  President of the
entities  receiving the loans. As a result of the refinancing of the senior debt
held by South Trust Bank of Alabama, N.A. secured by the St. Catherine's,  Court
House and Findlay  facilities,  the Partnership's  mortgage loans for these same
facilities were  refinanced on April 13, 1995 and the outstanding  principal and
Additional  Interest were  subsequently  paid off. The refinancing of the senior
debt  did not  provide  sufficient  proceeds  to  allow  payment  in cash of the
participations  owing under the St.  Catherine's,  Court House and Findlay Loans
(the "SC  Participations") in the total amount of $849,500.  The St. Catherine's
borrowers  paid the SC  Participations  through (i) the issuance of notes in the
total  amount of  $400,000  bearing  an  interest  rate of 11.00%  per annum (a)
maturing on the earlier of the sale or  refinancing  of the Tiffin,  Bloomville,
Fostoria, Washington Court House and Findlay Facilities (the "SC Facilities") or
the maturity of the refinanced  senior debt which was originally August 31, 2000
and was subsequently extended to April 20, 2001 and (b)  cross-collateralized by
second  mortgage  liens  on  the SC  Facilities;  and  (ii)  the  issuance  of a
contingent payment  obligation by St. Catherine's of Seneca,  Inc. in the amount
of $202,500 and a contingent  payment obligation by St. Catherine's Care Centers
of Fostoria, Inc. in the amount of $238,000 (collectively, the "CPOs").

<PAGE>
     The CPOs bear interest at an annual rate of 11.00%, which is due quarterly,
and mature on the earlier of the sale or refinancing of the SC Facilities or the
maturity of the senior debt with South  Trust  which was  originally  August 31,
2000 and was  subsequently  extended to April 20,  2001.  The CPOs  provide that
interest is payable on a current basis  provided that the debt service  coverage
ratios  on each of the SC  Facilities  is 1.2 to 1.0.  In the event  these  debt
service coverage ratios are not maintained,  the interest shall accrue until the
debt service coverage ratio is at least 1.2 to 1.0 or maturity. The CPOs further
provide  that  principal  is payable  only to the  extent  that upon a resale or
refinancing  of the SC Facilities,  there are  sufficient  proceeds to repay the
senior debt and the amounts  owing under the CPOs.  The CPOs were  assumed by an
affiliated entity,  Will Care of Ohio, Inc., and are secured, to the extent they
become payable and are not paid, by a pledge of 30 shares of St.  Catherine's of
Seneca, Inc. common stock.

     In  accordance  with FASB  Statement of Standards No. 66,  "Accounting  for
Sales of Real Estate", the $840,500 participation cannot be recognized as income
at this time. The Partnership has recorded $400,000 of the participation amount,
related to the mortgage loan receivable,  as Deferred Revenue,  and the interest
thereon will be recognized as it is earned.  Due to the contingent nature of the
$440,500 in  participation  income due to the  Partnership  related to the CPOs,
such  amount  has not  been  recorded  as an asset  of the  Partnership  and the
participation  income and interest  earned on the CPOs will be  recognized  only
when received.

     On March 13, 1997, the Managing  General Partner approved loans of $425,000
to St.  Catherine's Care Center of Tiffin,  Inc., St. Catherine's Care Center of
Bloomville,  Inc., St.  Catherine's Care Center of Washington Court House, Inc.,
St. Catherine's Care Center of Fostoria, Inc. and St. Catherine's Care Center of
Findlay, Inc., (collectively,  "St. Catherine's Care Centers") affiliates of the
Managing  General  Partner,  and to be  secured by third  mortgages  on the real
properties owned by each of the foregoing,  said mortgages being subordinated to
senior  indebtedness  in the amount of  $10,650,000  held by South Trust Bank of
Alabama, N.A. and indebtedness of the Partnership in the amount of $400,000. The
loans  bear  interest  at the  rate of 13% per  annum.  The  Partnership  funded
$425,000 of these  loans on April 10,  1997.  On  November 3, 1997 the  Managing
General Partner  approved an increase of an additional  $425,000 in the loans to
the St. Catherine's Care Centers.  The original maturity date of these loans was
the  earlier  of the  sale  of the  properties  or  April  30,  2000  which  was
subsequently  extended  to April 20,  2001.  As of  December  31,  2000 the loan
balance was $850,000.  Notwithstanding  approval of the increase in the loans in
November  1997, the St.  Catherine's  borrowers  suspended  payments of interest
during the fourth quarter of 1997. Payments recommenced in February, 1998 at the
default  rate of 16% per annum.  As of December 31,  2000,  the St.  Catherine's
borrowers were approximately $30,000 behind in interest payments.

     The  St.  Catherine's  Care  Centers  are  in  discussions   regarding  the
refinancing  of the  senior  debt  secured  by  their  properties.  If  the  St.
Catherine's Care Centers refinance such senior debt, the Partnership  expects to
enter into an agreement  with the St.  Catherine's  borrowers  providing for the
extension of the maturity date of all the Partnership's outstanding loans to the
St.  Catherine's  Care  Centers  to be  concurrent  with  the  maturity  date of
refinanced  senior debt (which is expected to be on or about April 20, 2006) and
for an interest  rate equal to the interest rate on the senior debt plus, in the
case of the second mortgage, 1.5% and, in the case of the third mortgage,  2.5%.
The  Partnership  intends  to  require  the  St.  Catherine's  borrowers  to pay
extension fees totaling approximately $10,500. The Partnership  anticipates that
such extension  fees, as well as the accrued late interest,  will be paid with a
promissory  note that will be payable over the next twelve months.  Although the
Managing  General Partner expects that the St.  Catherine's Care Centers will be
able to refinance the senior debt secured by their  properties,  there can be no
assurance that such refinancing will occur as anticipated.  Furthermore,  in the
event that the  refinancing of the senior debt is not completed as  anticipated,
the holder of the first mortgage could force a sale of the St.  Catherine's Care
Centers'  properties.  Although the Managing  General Partner believes that such
properties provide sufficient  collateral to support the Partnership's  Mortgage
Loans as well as the senior debt and thus expects the Partnership to collect all
principal and accrued interest on such loans, there can be no assurance that, in
the event of a forced sale of the  properties,  the  Partnership  would  receive
payment of all principal and interest due.

         The following charts provide certain summary information with respect
to the Partnership's Mortgage Loans.

<PAGE>
Common Goal II Second Mortgage Loans
<TABLE>
<CAPTION>
                                                                                               St.
                           St.               St.             St.             St.           Catherine's
                        Catherine's      Catherine's     Catherine's     Catherine's      of Washington
                        of Tiffin       of Bloomville    of Fostoria      of Findlay       Court House

<S>                    <C>              <C>              <C>             <C>              <C>
Date of Loan           1995             1995             1995            1995             1995

Type of Loan           Second           Second           Second          Second           Second
                       Mortgage on      Mortgage on      Mortgage on     Mortgage on      Mortgage on
                       one facility     one facility     one facility    two facilities   one facility

Current Principal
Amount Outstanding
as of Dec. 31, 2000    $51,500          $36,000          $102,000        $142,500         $68,000

Interest Rate          11.00%(1)(2)     11.00%(1)(2)     11.00%(1)(2)    11.00%(1)(2)     11.00%(1)(2)

Maturity               April 20, 2001   April 20, 2001   April 20,       April 20, 2001   April 20, 2001
                       (2)              (2)              2001 (2)        (2)              (2)

Property Type          44-bed nursing   30-bed nursing   102-bed         40-bed and       50-bed nursing
/Location of           home in          home in          nursing home    60-bed nursing   home in
Property               Tiffin, OH       Bloomville, OH   in Fostoria,    home in          Washington
Securing Loan                                            OH              Findlay, OH      Court House, OH

Origination Fee
Paid to an
Affiliate (Paid
by Borrower)           None             None             None            None             None

Relationship to
Partnership            Affiliate        Affiliate        Affiliate       Affiliate        Affiliate
<FN>
(1)  Interest on the St.  Catherine's  Mortgage Loans is at a rate of 11.00% per
     annum,  calculated  on a 365-day year for the actual number of days lapsed,
     and paid quarterly.

(2)  The  Partnership  expects to reach an  agreement  with the St.  Catherine's
     borrowers  providing for the extension of the maturity date and a change in
     the interest rate. See "St. Catherine's Loans," above.
</FN>
</TABLE>

<PAGE>
Common Goal II Third Mortgage Loans
<TABLE>
<CAPTION>
                                                                                           St.
                        St.              St.             St.            St.           Catherine's
                    Catherine's      Catherine's      Catherine's     Catherine's     of Washington
                    of Tiffin        of Bloomville    of Fostoria    of Findlay      Court House

<S>                <C>              <C>              <C>             <C>              <C>
Date of Loan       1997             1997             1997            1997             1997

Type of Loan          Third             Third          Third            Third           Third
                   Mortgage on       Mortgage on     Mortgage on     Mortgage on      Mortgage on
                   one facility      one facility    one facility    two facilities   one facility
Current
Principal Amount
Outstanding as
of Dec. 31, 1999   $51,281          $173,425         $113,550        $126,379         $385,365

Interest Rate      13.00%(1)(2)     13.00%(1)(2)     13.00%(1)(2)    13.00%(1)(2)     13.00%(1)(2)

Maturity           April 20,        April 20,        April 20,       April 20,        April 20,
                   2001(2)          2001(2)          2001(2)         2001(2)          2001(2)

Property Type      44-bed nursing   30-bed nursing   102-bed         40-bed and       50-bed nursing
/Location of       home in          home in          nursing home    60-bed nursing   home in
Property           Tiffin, OH       Bloomville, OH   in Fostoria,    home in          Washington
Securing Loan                                        OH              Findlay, OH      Court House, OH

Origination Fee
Paid to an
Affiliate (Paid
by Borrower)       None             None             None            None             None

Relationship to
Partnership        Affiliate        Affiliate        Affiliate       Affiliate        Affiliate
<FN>
(1)  Interest on the St.  Catherine's  Mortgage Loans is at a rate of 13.00% per
     annum,  calculated  on a 365-day year for the actual number of days lapsed,
     and paid  quarterly.  The loans are currently also paying a penalty rate of
     an additional 3% per year.

(2)  The  Partnership  expects to reach an  agreement  with the St.  Catherine's
     borrowers providing for the extensions of the maturity date and a change in
     the interest rate. See "St. Catherine's Loans," above.
</FN>
</TABLE>

Partnership Allocation of Income and Loss and Distribution.
-----------------------------------------------------------

     Net  Income  and  Net  Loss.   Net  income   (except   with  respect  to  a
"Disposition,"  which includes any  Partnership  transaction not in the ordinary
course of its business, including, without limitation,  collections of principal
payments,  equity participation  payments,  prepayments,  prepayment  penalties,
sales,  exchanges,  foreclosures or other dispositions of Mortgage Loans held by
the Partnership,  recoveries of damage awards and insurance proceeds (other than

<PAGE>
the receipt of subscriptions  for Units, all forms of interest payments when due
on Mortgage Loans or business or rental  interruption  insurance  proceeds)) and
net loss of the Partnership is allocated  97.5% to Limited  Partners and 2.5% to
the General  Partners.  Net income arising from a Disposition is allocated 97.5%
to  Limited  Partners  and 2.5% to the  General  Partners  to the  extent of any
negative balances in the capital accounts of the Limited Partners, and then 100%
to  Limited  Partners  in an amount  necessary  to bring the  Limited  Partners'
capital  accounts up to an amount equal to their Original  Contributions,  which
means  the  amount of $10.00  for each  Unit  less the  return of any  amount of
uninvested  funds  returned,  as  defined  in the  prospectus,  plus  the  11.5%
preferred cumulative return thereon (less previous  distributions to the Limited
Partners  in  payment  of such  amounts).  The  remainder  of such net income is
allocated 85% to the Limited Partners and 15% to the General Partners.

     Distributions of Cash From Operations.  Distributions of Adjusted Cash From
Operations,  defined as all receipts of interest payments on Mortgage Loans less
cash receipts used to pay operating  expenses and to repurchase  any Units (Cash
Flow) less any  amount  set aside for the  restoration  or  creation  of working
capital reserves,  are distributed 97.5% to the Limited Partners and 2.5% to the
General Partners, and are apportioned quarterly among Limited Partners of record
as of the record date declared  within 30 days after the end of each quarter and
will be paid quarterly.  No  distributions of Adjusted Cash From Operations with
respect  to any  calendar  year  are  made to the  General  Partners  until  the
following occurs:

     First,  distributions  to the  Limited  Partners  equal  to  the 9%  annual
     cumulative  return on their  Adjusted  Contributions,  defined as  Original
     Contributions  attributable  to a  Unit,  reduced  by  the  total  of  cash
     distributed  from Disposition  Proceeds and from working capital  reserves,
     for such year (plus any amounts accrued from prior years) have been made to
     the Limited Partners; and

     Second,  payment of all previously  subordinated  management  fees, if any,
     have been made.

     Thereafter,  all  previously  subordinated  amounts  payable to the General
Partners  with  respect  to their 2.5%  interest  are paid in full to the extent
funds  are  available,  and if not  available,  are  deferred  and  paid  out of
Disposition  Proceeds,  defined as  receipts  from  Dispositions  net of related
expenses,  amounts  necessary  for the payment of debts and  obligations  of the
Partnership and any amount set aside for working capital reserves.

     Distributions of Disposition Proceeds. The Managing General Partner has the
right to reinvest or distribute all Disposition  Proceeds  received  through the
second  anniversary  of the  final  closing  date and may  reinvest  disposition
proceeds  as  necessary  thereafter  to avoid  classification  as an  investment
company  under  the   Investment   Company  Act  of  1940.   Non  -  liquidating
distributions of Disposition  Proceeds are distributed in the following order of
priority, except as otherwise required by law:

     First,  100% to the  Limited  Partners  until  the  Limited  Partners  have
     received an amount which, when added to prior  distributions of Disposition
     Proceeds and cash from reserves attributable  thereto,  equals the Original
     Contributions of the Limited Partners;

     Second,  100% to the  Limited  Partners  until  each  Limited  Partner  has
     received an amount which, when added to all prior  distributions to Limited
     Partners from all sources (including prior distributions in satisfaction of
     a 9% annual  cumulative  return but  excluding  distributions  pursuant  to
     above),  equals the 11.5% per annum  preferred  cumulative  return on their
     Adjusted  Contributions,  (calculated  from the first  day of the  calendar
     quarter   succeeding  the  quarter  in  which  Capital   Contributions  are
     received);

     Third,  100% to the General  Partners until they have been paid 100% of the
     subordinated  portion,  if any, of (a) the management fee, if any, and then
     (b) their 2.5% interest in Adjusted Cash From Operations;  and Fourth,  the
     remainder, 85% to the Limited Partners and 15% to the General Partners.

Dissolution.
-----------

     If  the  loans  to  the  St.  Catherine's  Care  Centers  are  extended  as
anticipated,  they will  mature on or about  April 20,  2006,  at which time the
Managing General Partner intends to liquidate the Partnership's assets. The

<PAGE>
Managing General Partner does not intend to invest in additional Mortgage Loans.
When the Partnership commences liquidation,  the Partnership will try to sell in
an orderly  fashion any property the  Partnership has acquired by foreclosure or
otherwise.  If any Mortgage  Loans have not matured  prior to  liquidation,  the
Partnership  anticipates  that it would be necessary to sell such Mortgage Loans
for less than their outstanding  principal  balances as of the date of sale. The
Partnership  intends to reinvest loan proceeds received only as and if necessary
to avoid  classification as an investment  company under the Investment  Company
Act of 1940.  See  "Item 6.  Management's  Discussion  and  Analysis  or Plan of
Operation" regarding possible reinvestment of mortgage loan proceeds.

     Proceeds from  liquidation will be applied and distributed in the following
order:

     First, to the payment of creditors of the Partnership but excluding secured
     creditors whose obligations will be assumed or otherwise transferred on the
     liquidation of Partnership assets; and

     Second,  after allowance for the expenses of liquidation and the setting up
     of any  reserves  for  contingencies  which the  Managing  General  Partner
     considers  necessary,  to the  General  Partners  and  Limited  Partners in
     proportion  to and to the extent of the positive  balances in their capital
     accounts,  after net income or loss  arising  from a  Disposition  has been
     allocated,  with any excess being  distributed in accordance with the order
     of priority for non-liquidating distributions.

     Notwithstanding  anything to the contrary, the Managing General Partner has
the  right to defer  liquidation  if, in the  opinion  of the  Managing  General
Partner,  the sale of  Partnership  assets  in  liquidation  would  result  in a
material under realization on the Partnership's assets.

Item 2.  Description of Property.

         The Partnership did not own any real property as of December 31, 2000.

Item 3.  Legal Proceedings.

         The Partnership is not a party to any material legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matters were submitted to a vote of security holders during the last
quarter of 2000.

                                     PART II

Item 5.  Market for Units  of Limited Partnership Interest and  Related Security
         Holder Matters.

     The units of limited  partnership  interest  (the  "Units") are not readily
transferable.  There is no public  market for the Units and it is not  currently
expected that any will develop.  There are restrictions upon the transferability
of Units,  including the requirement  that the General  Partners  consent to any
transferee  becoming a substituted  Unit holder (which consent may be granted or
withheld  at  the  sole  discretion  of  the  General  Partners).  In  addition,
restrictions on transfer may be imposed under state securities laws.

     The  Revenue  Act of 1987  contains  provisions  which may have an  adverse
impact  on  investors  in  certain   "publicly  traded   partnerships."  If  the
Partnership  were to be classified as a "publicly  traded  partnership,"  income
attributable  to the Units would be  characterized  as portfolio  income and the
gross  income  attributable  to Units  acquired  by  tax-exempt  entities  after
December 17, 1987 would be unrelated  business income,  with the result that the
Units could be less marketable.  The General  Partners will, if necessary,  take
appropriate  steps to ensure that the Partnership will not be deemed a "publicly
traded partnership."

     At March 31, 2001,  522,116  Units were  outstanding,  and were held by 490
holders of record.

     The Partnership made  distributions to Limited Partners of $170,726 or $.33
per Unit during 2000 and $367,513  ($4,169 as a  distribution  of  principal) or
$.70 per Unit during 1999.

<PAGE>
Item 6.  Management's Discussion and Analysis or Plan of Operation.

         Liquidity and Capital Resources.
         -------------------------------

     Common Goal Health Care Pension and Income Fund L.P. II, a Delaware limited
partnership (the "Partnership"),  was formed to make mortgage loans secured by a
mix of first and junior liens on health care related properties. The Partnership
commenced its offering of Units to the public on January 12, 1990, authorized to
sell up to 1,000,000  Units at $10.00 per Unit.  Total gross  offering  proceeds
raised were $5,221,160. The Partnership commenced operations on July 2, 1990. As
of December 31, 2000, all available Net Offering  Proceeds have been invested in
Mortgage  Loans and/or  short-term  investments in accordance  with  Partnership
guidelines. The Partnership does not intend to make additional Mortgage Loans.

     As  of  December  31,  2000,  the   Partnership   had  ten  Mortgage  Loans
outstanding,   consisting  of  second  and  third  positions,   to  various  St.
Catherine's facilities.

     The Mortgage Loans pay Basic Interest which is payable at higher rates than
are being earned on temporary investments and provide for payments of Additional
Interest and  Participations.  The interest  derived from the Mortgage Loans and
repayments of Mortgage Loans contribute to the  Partnership's  liquidity.  These
funds are used to make cash distributions to the Limited Partners, to pay normal
operating  expenses as they arise and, in the case of repayment  proceeds,  may,
subject to certain  exceptions,  be used to make additional  Mortgage Loans. The
movement of funds from Mortgage  Loans to short-term  investments  has increased
the Partnership's  overall liquidity,  but has lowered expected interest income.
The  Partnership  has  structured  its Mortgage  Loans to provide for payment of
quarterly distributions to Limited Partners from investment income.

     The Partnership  maintains  working capital reserves of approximately 2% of
gross proceeds of the offering (approximately $431,399 at December 31, 2000), an
amount which is anticipated to be sufficient to satisfy liquidity  requirements.
See "Item 1.  Business"  and the Notes to the Financial  Statements  for further
information regarding the Partnership's Mortgage Loans.

     On April 13, 1995, the St. Catherine's, Court House, and Findlay facilities
refinanced  their  senior  debt  and  the  Partnership's   Mortgage  Loans.  The
outstanding  principal and Additional  Interest were  subsequently paid off. The
refinancing  of the senior  debt did not  provide  sufficient  proceeds to allow
repayment  of the  Participations  owing under the St.  Catherine's,  Washington
Court House and Findlay Loans (the "SC  Participations")  in the total amount of
$840,500.  The SC  Borrowers  repaid  the SC  Participations  through:  (i)  the
issuance of notes in the total  amount of $400,000  bearing an interest  rate of
11.00% per annum (a) maturing on the earlier of the sale of  refinancing  of the
Tiffin, Bloomville, Fostoria, Washington Court House and Findlay Facilities (the
"SC  Facilities")  or the maturity of the senior debt with South Trust which was
originally  August 31, 2000 and was subsequently  extended to April 20, 2001 and
(b) cross -  collateralized  by second mortgage liens on the SC Facilities;  and
(ii) the issuance of a  contingent  payment  obligation  by St.  Catherine's  of
Seneca,  Inc. in the amount of $202,500 and a contingent  payment  obligation by
St.  Catherine's  Care  Centers of  Fostoria,  Inc.  in the  amount of  $238,000
(collectively, the "CPOs").

     In  accordance  with FASB  Statement of Standards No. 66,  "Accounting  for
Sales of Real Estate", the $840,500 participation cannot be recognized as income
at this time. The Partnership has recorded $400,000 of the participation amount,
related to the mortgage loan receivable,  as Deferred Revenue,  and the interest
thereon will be recognized as it is earned.  Due to the contingent nature of the
$440,500 in  participation  income due to the partnership  related to the CPO'S,
such  amount  has not  been  recorded  as an asset  of the  Partnership  and the
participation  income and interest  earned on the CPOs will be  recognized  only
when received.

     On March 13, 1997, the Managing  General Partner approved loans of $425,000
to St.  Catherine's Care Center of Tiffin,  Inc., St. Catherine's Care Center of
Bloomville,  Inc., St.  Catherine's Care Center of Washington Court House, Inc.,
St. Catherine's Care Center of Fostoria, Inc. and St. Catherine's Care Center of
Findlay, Inc., (collectively,  "St. Catherine's Care Centers") affiliates of the
Managing  General  Partner,  and to be  secured by third  mortgages  on the real
properties owned by each of the foregoing,  said mortgages being subordinated to
senior  indebtedness  in the amount of  $10,650,000  held by South Trust Bank of
Alabama, N.A. and indebtedness of the Partnership in the amount of $400,000. The
loans  bear  interest  at the  rate of 13% per  annum.  The  Partnership  funded
$425,000 of these  loans on April 10,  1997.  On  November 3, 1997 the  Managing
General Partner  approved an increase of an additional  $425,000 in the loans to

<PAGE>
the St. Catherine's Care Centers.  The original maturity date of these loans was
the  earlier  of the  sale  of the  properties  or  April  30,  2000  which  was
subsequently  extended  to April 20,  2001.  As of  December  31,  2000 the loan
balance was $850,000.  Notwithstanding  approval of the increase in the loans in
November  1997, the St.  Catherine's  borrowers  suspended  payments of interest
during the fourth quarter of 1997. Payments recommenced in February, 1998 at the
default  rate of 16% per annum.  As of December 31,  2000,  the St.  Catherine's
borrowers were approximately $30,000 behind in interest payments.

     The  St.  Catherine's  Care  Centers  are  in  discussions   regarding  the
refinancing  of the  senior  debt  secured  by  their  properties.  If  the  St.
Catherine's Care Centers refinance such senior debt, the Partnership  expects to
enter into an agreement  with the St.  Catherine's  borrowers  providing for the
extension of the maturity date of all the Partnership's outstanding loans to the
St.  Catherine's  Care  Centers  to be  concurrent  with  the  maturity  date of
refinanced  senior debt (which is expected to be on or about April 20, 2006) and
for an interest  rate equal to the interest rate on the senior debt plus, in the
case of the second mortgage, 1.5% and, in the case of the third mortgage,  2.5%.
The  Partnership  intends  to  require  the  St.  Catherine's  borrowers  to pay
extension fees totaling approximately $10,500. The Partnership  anticipates that
such extension fees, as well as the accrued  late interest,  will be paid with a
promissory  note that will be payable over the next twelve months.  Although the
Managing  General Partner expects that the St.  Catherine's Care Centers will be
able to refinance the senior debt secured by their  properties,  there can be no
assurance that such refinancing will occur as anticipated.  Furthermore,  in the
event that the  refinancing of the senior debt is not completed as  anticipated,
the holder of the first mortgage could force a sale of the St.  Catherine's Care
Centers'  properties.  Although the Managing  General Partner believes that such
properties provide sufficient  collateral to support the Partnership's  Mortgage
Loans as well as the senior debt and thus expects the Partnership to collect all
principal and accrued interest on such loans, there can be no assurance that, in
the event of a forced sale of the  properties,  the  Partnership  would  receive
payment of all principal and interest due.

     The Partnership's balance of cash and cash equivalents at December 31, 2000
and December 31, 1999 was $431,399 and $423,207,  respectively,  which consisted
of operating cash and working  capital  reserves.  The increase in cash and cash
equivalents  from December 31, 1999 to December 31, 2000 of $8,192 resulted from
net income of $166,090, distributions to limited partners of $165,572.

Results of Operations

     During the years ended December 31, 2000 and 1999, the Partnership reported
net income of  $166,090,  and $171,670  based on total  revenues of $232,102 and
$242,630  and  total  expenses  of  $66,012  and  $70,960,   respectively.   The
Partnership's  distributions  to Limited Partners were $.33 per Unit in 2000 and
$.70 per Unit in 1999. The 1999  distributions  to Limited  Partners  included a
return of capital of $.01 per Unit. All interest  received on the Mortgage Loans
is currently being recognized as interest income.

     Revenues decreased in 2000 as compared to 1999 by $10,528 due to a decrease
in interest  income  primarily  resulting from the repayment of the principal of
the Joint Venture Loan in the first quarter of 2000.

     Expenses decreased in 2000 as compared to 1999, by $4,948 primarily because
of a  decrease  of  $2,783  in  management  fees,  and a  decrease  of  $405  in
professional fees, and a decrease of $1,655 of other expenses.

     Additionally, under the terms of the Partnership agreement, the Partnership
is required to reimburse  the  Managing  General  Partner for certain  operating
expenses.  In 2000 and 1999, the Managing  General Partner was reimbursed by the
Partnership  for  $58,825  and  $58,446  of these  expenses,  respectively.  The
Managing General Partner believes that such charges have not adversely  affected
the current yield to Limited Partners.

     The  Partnership's  success  and the  resultant  rate of return to  Limited
Partners  will be  dependent  upon,  among other  things,  (a) the result of the
refinancing and the terms of the loans to the St. Catherine's Care Centers,  (b)
the ability of the Managing General Partner to identify  suitable  opportunities
for the Partnership to reinvest its assets, and (c) the ability of the borrowers
to pay the current interest,  additional  interest and principal of the Mortgage
Loans.

     Some  statements in this Form 10-KSB are forward looking and actual results
may differ materially from those stated. As discussed herein,  among the factors
that may affect  actual  results are changes in the  financial  condition of the
borrower and/or anticipated changes in expenses or capital expenditures.

<PAGE>
                                    PART III

Item 7.  Financial Statements.





                             COMMON GOAL HEALTH CARE
                        PENSION AND INCOME FUND L.P., II

                              Financial Statements

                        and Independent Auditors' Report
                                December 31, 2000


<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II


                                Table of Contents
                                -----------------

                                                                          Page
                                                                          ----

Independent Auditors' Report..............................................F - 1

Financial Statements

        Balance Sheet.....................................................F - 2

        Statements of Income..............................................F - 3

        Statements of Partners' Capital...................................F - 4

        Statements of Cash Flows..........................................F - 5

Notes to Financial Statements.............................................F - 6



<PAGE>



                          INDEPENDENT AUDITORS' REPORT



To the Partners
Common Goal Health Care
 Pension and Income Fund L.P. II
Penn Yan, New York


We have  audited  the  accompanying  balance  sheet of Common  Goal  Health Care
Pension and Income Fund L.P. II (a limited  partnership) as of December 31, 2000
and the related statements of income,  partners' capital and cash flows for each
of the years in the two year period then ended.  These financial  statements are
the  responsibility  of the  management  of Common Goal Health Care  Pension and
Income  Fund L.P II.  Our  responsibility  is to  express  an  opinion  on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Common Goal Health Care Pension
and  Income  Fund  L.P.  II as of  December  31,  2000  and the  results  of its
operations  and cash  flows  for each of the years in the two year  period  then
ended in conformity with generally accepted accounting principles.

As  described  in Note 2 to the  financial  statements,  Common Goal Health Care
Pension and Income Fund L.P. II has a  significant  portion of its mortgage loan
receivables  concentrated  in properties  in which it holds a third  position on
such loans.



                                             Ehrhardt Keefe Steiner & Hottman PC

February 22, 2001
Denver, Colorado

<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                                  Balance Sheet
                                December 31, 2000
<TABLE>
<CAPTION>

                                     Assets
<S>                                                                   <C>
Cash and cash equivalents                                             $  431,399
Accrued interest receivable and other - related party                     60,730
Due from affiliates                                                       74,994
Mortgage loans receivable - related party                              1,250,000
                                                                      ----------

Total assets                                                          $1,817,123
                                                                      ==========

                        Liabilities and Partners' Capital
Due to affiliates                                                     $   55,070
Accrued distributions                                                     43,140
Deferred revenue                                                         400,000
                                                                      ----------
         Total liabilities                                               498,210

Partners' capital
     General partners                                                     53,752
     Limited partners                                                  1,265,161
                                                                      ----------
         Total partners' capital                                       1,318,913
                                                                      ----------

Total liabilities and partners' capital                               $1,817,123
                                                                      ==========
</TABLE>

                       See notes to financial statements.

                                      F-2
<PAGE>
            COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                              Statements of Income
<TABLE>
<CAPTION>

                                                            For the Years Ended
                                                                December 31,
                                                            -------------------
                                                              2000        1999
                                                              ----        ----

<S>                                                         <C>         <C>
Revenue
    Interest income                                         $232,102    $242,630
                                                            --------    --------
                                                             232,102     242,630
Expenses
    Professional fees                                         37,690      38,095
    Fees to affiliates
       Management                                              6,168       8,951
       Mortgage servicing                                      1,021       1,126
    Other                                                     21,133      22,788
                                                            --------    --------
                                                              66,012      70,960
                                                            --------    --------

Net income                                                  $166,090    $171,670
                                                            ========    ========

Net income allocated to general partners                    $  4,152    $  4,292
Net income allocated to limited partners                     161,938     167,378
                                                            --------    --------

                                                            $166,090    $171,670
                                                            ========    ========

Basic earnings per limited partner unit                     $    .32    $    .32
                                                            ========    ========

Weighted average limited partner units outstanding           522,116     522,116
                                                            ========    ========

</TABLE>

                        See notes financial statements.

                                      F-3
<PAGE>
            COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                         Statements of Partners' Capital
                 For the Years Ended December 31, 2000 and 1999
<TABLE>
<CAPTION>
                                                                                              Total
                                                                  General     Limited        Partners'
                                                                 Partners     Partners        Capital
                                                                 --------     --------        -------

<S>                                                           <C>           <C>            <C>
Balance at December 31, 1998                                  $    45,308   $ 1,474,084    $ 1,519,392

Net income                                                          4,292       167,378        171,670

Principal distributions to limited partners ($.01 per unit)          --          (4,169)        (4,169)

Distributions to limited partners ($.69 per unit)                    --        (363,344)      (363,344)
                                                              -----------   -----------    -----------

Balance at December 31, 1999                                       49,600     1,273,949      1,323,549

Net income                                                          4,152       161,938        166,090

Distributions to limited partners ($.33 per unit)                    --        (170,726)      (170,726)
                                                              -----------   -----------    -----------

Balance at December 31, 2000                                  $    53,752   $ 1,265,161    $ 1,318,913
                                                              ===========   ===========    ===========
</TABLE>

                       See notes to financial statements.


                                   F-4
<PAGE>
            COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                            Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                             For the Years Ended
                                                                                 December 31,
                                                                           ----------------------
                                                                              2000         1999
                                                                              ----         ----

<S>                                                                        <C>          <C>
Cash flows from operating activities
   Net income                                                              $ 166,090    $ 171,670
                                                                           ---------    ---------
   Adjustments to reconcile net income to net cash provided by operating
    activities -
     Accrued interest receivable                                               4,396         (783)
     Due to/from affiliates                                                    3,278        9,743
                                                                           ---------    ---------
                                                                               7,674        8,960
                                                                           ---------    ---------
         Net cash provided by operating activities                           173,764      180,630
                                                                           ---------    ---------

Cash flows from investing activities
   Payments from (loans to) affiliates                                          --        (17,655)
                                                                           ---------    ---------
         Net cash provided by (used in) investing activities                    --        (17,655)
                                                                           ---------    ---------

Cash flows from financing activities
   Distributions to partners                                                (165,572)    (579,527)
                                                                           ---------    ---------
         Net cash used in financing activities                              (165,572)    (579,527)
                                                                           ---------    ---------

Net decrease in cash and cash equivalents                                      8,192     (416,552)

Cash and cash equivalents, beginning of year                                 423,207      839,759
                                                                           ---------    ---------

Cash and cash equivalents, end of year                                     $ 431,399    $ 423,207
                                                                           =========    =========
</TABLE>

Supplemental disclosure of cash flow information:
   Interest paid was $0 for 2000 and 1999.

        Income taxes paid was $0 for 2000 and 1999.

Supplemental disclosure of non-cash financing activities:

     The  Partnership  accrued  distributions  of $43,140 and $37,986 during the
years ended December 31, 2000 and 1999, respectively.

                       See notes to financial statements.

                                      F - 5

<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies
--------------------------------------------------------------------

Common Goal  Health Care  Pension  and Income  Fund L.P.  (the  Partnership),  a
Delaware  Limited  Partnership,  was formed on May 9, 1989 to invest in and make
mortgage loans to third parties and affiliates  involved in health care.  Having
previously sold more than the specified  minimum of 117,650 units  ($1,176,500),
the Partnership commenced operations on July 2, 1990. The Partnership's offering
terminated on January 11, 1992, with the  Partnership  having sold 522,116 units
($5,221,160).  There is no  active  public  trading  market  for the  units.  At
December 31, 2000, there were 490 unit holders.

The General  Partners  are Common Goal  Capital  Group,  Inc.  II, the  Managing
General Partner,  and Common Goal Limited  Partnership II, the Associate General
Partner. Under the terms of the Partnership agreement,  the General Partners are
not required to make any additional capital  contributions  except under certain
limited circumstances upon termination of the Partnership.

Under the terms of the Partnership  agreement,  the  Partnership  reimbursed the
General Partners for certain offering and  organizational  expenses  incurred in
connection with the issuance and distribution of the units in an amount fixed at
5% of gross  offering  proceeds.  These  offering  and  organizational  expenses
excluded   broker/dealer   selling  commissions  and  included  accountable  due
diligence  expense  reimbursements.  Health  Care  Securities,  Inc.  (HCS),  an
affiliate acting as managing dealer,  received selling  commissions of 8% of the
gross  offering  proceeds on all units sold directly by HCS.  Additionally,  HCS
received  a  non-accountable  expense  allowance  of 2% of  gross  proceeds  for
expenses  incurred  in  connection  with the sale of  Units,  and also  received
reimbursement  of up to .5% of gross  proceeds  for  accountable  due  diligence
expenses.  Offering and  organization  expenses  were recorded as a reduction of
partners' capital.

Use of Estimates
----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

For entities  investing in and making mortgage loans to businesses in the health
care industry,  certain  inherent  risks may increase the  possibility of actual
results  differing from  management's  estimates.  These inherent risks include,
among other things, the following:

o    Substantial  dependence  on  revenues  derived  from  reimbursement  by the
     federal Medicare and state Medicaid programs;

o    Government  regulation,   government  budgetary  constraints  and  proposed
     legislative and regulatory changes; and

                                      F-6
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Use of Estimates (continued)
----------------------------

o    Lawsuits alleging malpractice and related claims.

Partnership Management Fees and Operating Expenses
--------------------------------------------------

Under the terms of the Partnership agreement, the Partnership is required to pay
a quarterly management fee to the Managing General Partner equal to 1% per annum
of adjusted contributions,  as defined.  Additionally,  a mortgage and investing
servicing fee equal to .25% per annum of the Partnership's  outstanding mortgage
loan  receivable and  investment  amounts are to be paid to Common Goal Mortgage
Company (CGMC), an affiliate of the General Partners.

Additionally,  under the terms of the Partnership agreement,  the Partnership is
required to  reimburse  the  Managing  General  Partner  for  certain  operating
expenses. In 2000 and 1999, the Managing General Partner charged the Partnership
for $58,825 and $58,446 of these expenses,  respectively.  The Managing  General
Partner believes that such charges have not adversely affected the current yield
to Limited Partners.

Mortgage loans that have virtually the same risk and potential  rewards as joint
ventures  are  accounted  for  and   classified  as   investments  in  operating
properties.  The Partnership  agreement  authorized the payment of a 3% mortgage
placement  fee to CGMC in  connection  with  the  original  placement  of  these
mortgage loans. CGMC elected to defer the receipt of the fee until the repayment
of the mortgage  loans.  CGMC was entitled to a mortgage  placement fee of up to
$127,468 at the time of repayment in April 1995;  however,  as consideration for
immediate cash payment,  CGMC agreed to a fee of $116,094,  representing payment
in full.  Cash  received  related to  investments  in  operating  properties  is
recognized as interest  income to the extent that such  properties have earnings
prior  to the  recognition  of the  distributions  of cash  to the  Partnership;
otherwise, such cash is recorded as a reduction of the related investments.

Partnership Allocation of Income and Losses and Distributions
-------------------------------------------------------------

Net Income

Net income (except with respect to a Disposition, as defined, which includes any
Partnership  transaction not in the ordinary  course of its business,  including
without  limitation,  collections of principal  payments,  equity  participation
payments,  prepayments,  prepayment penalties,  sales,  exchanges,  foreclosures
other  dispositions  of Mortgage  Loans held by the  Partnership,  recoveries of
damage awards and insurance  proceeds  (other than the receipt of  subscriptions
for Units, all forms of interest payments when due on Mortgage Loans or business
or rental interruption  insurance  proceeds)) and net loss of the Partnership is
allocated 97.5% to Limited Partners and 2.5% to the General Partners.

                                      F-7
<PAGE>

             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Partnership Allocation of Income and Losses and Distributions (continued)
-------------------------------------------------------------------------

Net Income (continued)

Net income arising from a Disposition is allocated 97.5% to Limited Partners and
2.5% to the  General  Partners  to the extent of any  negative  balances  in the
capital accounts of the Limited  Partners,  and then 100% to Limited Partners in
an amount  necessary to bring the Limited  Partners'  capital  accounts up to an
amount equal to their Original Contributions, as defined, which means the amount
of $10.00  for each  unit less the  return  of any  amount of  uninvested  funds
returned,  as defined,  plus the 11.5% preferred cumulative return thereon (less
previous  distribution is to the Limited Partners in repayment of such amounts).
Remaining  net income is  allocated  85% to the Limited  Partners and 15% to the
General Partners.

Distributions of Cash from Operations
-------------------------------------

Distributions  of  adjusted  cash from  operations,  defined as all  receipts of
interest  payments on Mortgage  Loans less cash  receipts  used to pay operating
expenses and to  repurchase  any units (cash flow) less any amount set aside for
the restoration or creation of working capital  reserves,  are distributed 97.5%
to the Limited  Partners and 2.5% to the General  Partners,  and are apportioned
quarterly among Limited Partners of record as of the record date declared within
30  days  after  the  end of  each  quarter  and  will  be  paid  quarterly.  No
distributions of adjusted cash from operations with respect to any calendar year
are made to the General Partners until the following occurs:

     First,  distributions  to the  Limited  Partners  equal  to  the 9%  annual
     cumulative return on their adjusted  contributions,  as defined as original
     contributions  attributable  to a  unit,  reduced  by  the  total  of  cash
     distributed  from disposition  proceeds and from working capital  reserves,
     for such year (plus any amounts accrued from prior years) have been made to
     the Limited Partners; and

     Second,  payment of all previously  subordinated  management  fees, if any,
     have been made.

Thereafter,  all previously subordinated amounts payable to the General Partners
with  respect to their 2.5%  interest  are paid in full to the extent  funds are
available,  and if not  available,  are  deferred  and paid  out of  Disposition
Proceeds, defined as receipts from dispositions net of related expenses, amounts
necessary for the payment of debts and  obligations of the  Partnership  and any
amount set aside for working capital reserves.

                                      F-8
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements


Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Distributions of Disposition Proceeds
-------------------------------------

The  Managing  General  Partner  has the right to  reinvest  or  distribute  all
disposition  proceeds  received  through  the  second  anniversary  of the final
closing date and may reinvest  disposition  proceeds as necessary  thereafter to
avoid  classification as an investment  company under the Investment Company Act
of 1940.  Non-liquidating  distributions of disposition proceeds are distributed
in the following order of priority, except as otherwise required by law:

     First,  100% to the  Limited  Partners  until  the  Limited  Partners  have
     received an amount which, when added to prior  distributions of disposition
     proceeds and cash from reserves attributable  thereto,  equals the original
     contributions of the limited partners;

     Second,  100% to the  limited  partners  until  each  limited  partner  has
     received an amount which, when added to all prior  distributions to limited
     partners from all sources (including prior distributions in satisfaction of
     the 9% annual  cumulative  return but excluding  distributions  pursuant to
     above),  equals the 11.5% per annum  preferred  cumulative  return on their
     adjusted  contributions,  (calculated  from the first  day of the  calendar
     quarter  succeeding  the  quarter  in  which  capital   contributions  were
     received);

     Third,  100% to the general  partners until they have been paid 100% of the
     subordinated  portion,  if any, of (a) the  partnership  management fee, if
     any, and then (b) their 2.5% interest in adjusted cash from operations; and

     Fourth,  the remainder,  85% to the limited partners and 15% to the general
     partners.

Dissolution and Returns of Principal
------------------------------------

If the loans to the St.  Catherine's  Care Centers are  extended as  anticipated
(Note  2),  they will  mature on or about  April  20,  2006,  at which  time the
Managing  General Partner  intends to liquidate the  Partnership's  assets.  The
Managing General Partner does not intend to invest in additional Mortgage Loans.
The  Partnership  intends to  reinvest  loan  proceeds  received  only as and if
necessary to avoid  classification as an investment company under the Investment
Company Act of 1940.

Proceeds from the  liquidation  will be applied and distributed in the following
order:

     First, to the payment of creditors of the Partnership but excluding secured
     creditors whose obligations will be assumed or otherwise transferred on the
     liquidation of partnership assets; and

                                      F-9
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements


Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Dissolution and Returns of Principal (continued)
------------------------------------------------

     Second,  after allowance for the expenses of liquidation and the setting up
     of any  reserves  for  contingencies  which the  managing  general  partner
     considers  necessary,  to the  general  partners  and  limited  partners in
     proportion  to and to the extent of the positive  balances in their capital
     accounts,  after net income or loss  arising  from a  disposition  has been
     allocated,  with any excess being  distributed in accordance with the order
     of priority for non-liquidating distributions.

Notwithstanding  anything to the contrary,  the managing general partner has the
right to defer  liquidation if, in the opinion of the managing  general partner,
the sale of  partnership  assets  in  liquidation  would  result  in a  material
underrealization on the partnership's assets.

Allowance for Losses
--------------------

An allowance for loan losses is provided,  if necessary,  at a level,  which the
Partnership's  management  considers  adequate based upon an evaluation of known
and inherent risks in the loan portfolio. There was no allowance for loan losses
deemed necessary at December 31, 2000.

Federal Income Taxes
--------------------

No income tax  provision has been  included in the  financial  statements  since
income or loss of the  Partnership is required to be reported by the partners on
their respective income tax returns.

Basic Earnings Per Limited Partner Unit
---------------------------------------

Basic  earnings  per  limited  partner  unit is computed  based on the  weighted
average  limited  partner units  outstanding  for the year dividend into the net
income applicable to the Limited Partners.

There were no dilutive limited partner units during 1999 or 2000.

Cash and Cash Equivalents
-------------------------

The Partnership  classifies all short-term  investments with maturities of three
months or less at the date of purchase  as cash  equivalents.  At  December  31,
2000, cash equivalents consisted of money market accounts.

                                      F-10
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------

Concentration of Credit Risk
----------------------------

The Company's financial  instruments that are exposed to concentration of credit
risk consist primarily of cash and cash equivalents, accrued interest receivable
and mortgage  loans  receivable.  The Company  maintains  cash  balances in bank
deposit  accounts,  which at times,  may exceed  federally  insured  limits.  At
December 31, 2000,  the Company's cash balances were in excess of such limits by
approximately $331,000.

The  accrued  interest  receivable  and  mortgage  loan  receivable  balances at
December 31, 2000 are from the various mortgages described in Note 2.


Note 2 - Mortgage Loans Receivable - Related Party
--------------------------------------------------

On March 7, 1997,  the  Partnership  entered into a loan  agreement with the St.
Catherine entities, a related party (Washington Court House,  Fostoria,  Tiffin,
Bloomville  and Findlay),  whereby the  Partnership  would fund $425,000 for the
renovation of the St.  Catherine  facilities.  The loan, which is secured by the
St.  Catherine  facilities,  bears  interest at a rate of 13% per annum with the
entire principal balance due on the maturity date of April 20, 2001.

On March 31,  1998,  the  Partnership,  the  Partnership  and the St.  Catherine
entities  amended  the  March 7, 1997 loan in order to  increase  the  principal
amount of the loan to $850,000. No other terms of the loan were altered pursuant
to the amendment.

The mortgage loan balances at December 31, 2000 to the affiliated St.  Catherine
entities  totaled  $850,000,  which  represent third mortgages on the underlying
properties  located in Ohio. The  Partnership's  ability to recover interest and
principal  on these  mortgages  is  dependent  upon the  underlying  properties'
ability to generate  sufficient  operating  income and/or  appreciation  in fair
values.

A summary of mortgage loan  receivable  activity for the year ended December 31,
2000 is as follows:

                                 Second          Third
                                Positions      Positions       Totals
                                ---------      ---------       ------

Balance at December 31, 1999   $   457,945    $   850,000   $ 1,307,945

Mortgage loan payment              (57,945)          --         (57,945)
                               -----------    -----------   -----------

Balance at December 31, 2000   $   400,000    $   850,000   $ 1,250,000
                               ===========    ===========   ===========

                                      F-11
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements


Note 2 - Mortgage Loans Receivable (continued)
----------------------------------------------

Investments in Operating Properties
-----------------------------------

The Partnership made and funded three mortgage loans to affiliated entities (the
"St. Catherine's Loans"). The Partnership's affiliation with these entities is a
result of the  President  and Chief  Executive  Officer of the Managing  General
Partner also serving as the President of the entities  receiving the loans.  The
Partnership's  mortgage  loans to the  affiliated  entities  were related to the
operating  facilities  and  were  accounted  for  as  investments  in  operating
properties.  These mortgage loans were repaid on April 13, 1995 upon refinancing
by the owners of their senior debt with an unrelated  lender. In connection with
the repayment of these mortgage loans, the Partnership recognized a gain on sale
of investment in operating  properties of  $1,632,719.  The  refinancing  of the
senior  debt did not  provide  sufficient  proceeds  to allow  repayment  of the
participations  owing  under  the St.  Catherine's  Washington  Court  House and
Findlay Loans (the "SCC Participations") in the total amount of $840,500.

The St.  Catherine's  Washington Court Borrowers  repaid the SCC  Participations
through:

(i)  the issuance of notes in the total amount of $400,000
     (a)  bearing interest rate of 11.00% per annum, which is due quarterly
     (b)  maturing  on the  earlier of the sale or  refinancing  of the  Tiffin,
          Bloombille,  Fostoria,  Court  House and Findlay  Facilities  (the "SC
          Facilities")  or the  maturity  of the senior  debt with  South  Trust
          (August 2000) and
     (c)  cross-collateralized  by second  mortgage  liens on the SC Facilities;
          and

(ii) the  issuance  of  contingent  payment  obligation  by St.  Catherine's  of
     Senecca, Inc. in the amount of $202,500 and a contingent payment obligation
     by St. Catherine's Care Centers of Fostoria, Inc. in the amount of $238,000
     (collectively, the "CPOs")

     (a)  bearing an interest rate of 11% per annum, which is due quarterly
     (b)  ______  maturing on the earlier of the sale or  refinancing  of the SC
          Facilities or the maturity of the senior debt with South Trust (August
          2000).

     The CPOs provide that interest is payable on a current basis  provided that
     the debt service  coverage  ratios on each of the SC  Facilities  is 1.2 to
     1.0. In the event these debt service  coverage  ratios are not  maintained,
     the interest shall accrue until the debt service coverage ratio is at least
     1.2 to 1.0 or maturity.  The CPOs further provide that principal is payable
     only to the extent that upon a resale or  refinancing of the SC Facilities,
     there are  sufficient  proceeds  to repay the senior  debt and the  amounts
     owing under the CPOs.  The CPOs are being assumed by an affiliated  entity,
     Will Care of Ohio,  Inc.,  and will be  secured,  to the extent they become
     payable and are not paid,  by a pledge of 30 shares of St.  Catherine's  of
     Seneca, Inc. common stock.

                                      F-12
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements


Note 2 - Mortgage Loans Receivable (continued)
----------------------------------------------

     In  accordance  with FASB  Statement of Standards No. 66,  "Accounting  for
     Sales of Real Estate",  the $840,500  participation  was not  recognized as
     income  during  1995.  The  Partnership   has  recorded   $400,000  of  the
     participation amount, related to the mortgage loan receivable,  as deferred
     revenue,  and the interest thereon will be recognized as it is earned.  Due
     to the contingent nature of the $440,500 due to the Partnership  related to
     the CPOs,  such amount has not been recorded as an asset of the Partnership
     and the  participation  income  and  interest  earned  on the CPOs  will be
     recognized  only  when  received.  Interest  received  by  the  Partnership
     relating to the CPOs  amounted to $48,455 for the years ended  December 31,
     2000 and 1999.

The repayment  terms of the mortgage  loans in affiliated  operating  properties
resulted in new second mortgage loans on the St. Catherine's Facilities totaling
$400,000 at December 31, 2000. These new second mortgage loans are appropriately
classified as mortgage  loan  receivables  as they do not contain  virtually the
same risk and potential rewards as joint ventures.

At  December  31,  1999,  the  mortgage  loans  receivable   included   $50,590,
representing the  Partnership's  participation  in a $1,618,254  second mortgage
loan made by an affiliated  limited  partnership.  The loan, which is secured by
two nursing home facilities in  Pennsylvania,  bears interest at a rate of 13.7%
per annum and provides for the payment of  participation  interest  based on the
increase in the fair value of the  properties  at maturity or  redemption of the
loan or  pursuant  to any  sale of the  facilities.  Participation  interest  is
recorded as revenue when  determinable,  generally at maturity or  redemption of
the loan or pursuant to any sale of the  facilities.  The loan also provides for
the  payment  of  additional  interest  based  upon the  gross  revenues  of the
facilities.  The entire principal balance is due at the maturity date of January
1, 2000.

During  2000,  the $50,590  outstanding  balance was repaid.  In addition to the
principal amount, the Partnership received an additional $7,355 representing its
share of  participation  interest on the joint venture loan. The partnership has
recorded the $7,355 as additional interest income in the accompanying  financial
statements.

Additionally,  during 2000 the Partnership renegotiated the other remaining loan
balances with  remaining  terms,  which extended the maturity dates to April 20,
2001, which is consistent with the first mortgage loans.

                                      F-13
<PAGE>
             COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          Notes to Financial Statements


Note 2 - Mortgage Loans Receivable (continued)
----------------------------------------------

The mortgage loans were behind in interest payments by approximately  $30,000 at
December 31, 2000.  Subsequent to December 31, 2000,  the St.  Catherine's  Care
Centers are in discussions  regarding the refinancing of the senior debt secured
by their properties.  If the St.  Catherine's Care Centers refinance such senior
debt,  the  Partnership  expects  to  enter  into  an  agreement  with  the  St.
Catherine's  borrowers  providing  for the extension of the maturity date of all
the Partnership's  outstanding  loans to the St.  Catherine's Care Centers to be
concurrent  with the maturity date of refinanced  senior debt (which is expected
to be on or about April 20, 2006) and for an interest rate equal to the interest
rate on the senior debt plus, in the case of the second  mortgage,  1.5% and, in
the case of the third mortgage, 2.5%. The Partnership intends to require the St.
Catherine's borrowers to pay extension fees totaling  approximately $10,500. The
Managing  General  Partner  believes  that such  properties  provide  sufficient
collateral  to support the  Partnership's  Mortgage  Loans as well as the senior
debt and thus  expects  the  Partnership  to collect all  principal  and accrued
interest on such loans.


Note 3 - Fair Value of Financial Instruments
--------------------------------------------

The fair value of the  Partnership's  mortgage  loans  receivable  differed from
their carrying value as follows:

                                            Carrying             Fair
                                             Value               Value
                                             -----               -----

         December 31, 2000               $ 1,250,000         $ 1,257,582
                                         ===========         ===========

The  Partnership  estimates the fair value of its mortgage  loans  receivable by
discounting future cash flows using an appropriate interest rate.

The carrying amounts at December 31, 2000 for cash and cash equivalents, accrued
interest  receivable,   due  from  and  to  affiliates,   and  accrued  expenses
approximated their fair values due to the short maturity of these instruments.


Note 4 - Partners' Capital
--------------------------

On December 15, 1999, the Partnership  declared a distribution of $363,344 ($.69
per unit) to  Limited  Partner  unit  holders.  The  Partnership  also  declared
distributions  during 1999 of $4,169 ($.01 per unit) as a return of principal to
the Limited Partners. The Partnership has accrued approximately $38,000 of these
distributions  at December 31,  1999,  which were  subsequently  paid in January
2000.

During 2000, the Partnership declared distributions totaling $170,726 ($.33) per
unit) to Limited Partner unit holders. The Partnership has accrued approximately
$43,000 of these  distributions  at December 31, 2000,  which were  subsequently
paid in 2001.

                                      F-14
<PAGE>
Item 8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

     On March 20, 1999, the Partnership engaged Ehrhardt Keefe Steiner & Hottman
PC as its  independent  auditors for the 1998 fiscal year.  Reports on Form 8-K,
8-K/A and Form 8-K/A-2  reporting the event were filed on March 24, 1999,  April
2, 1999 and April 9, 1999 respectively. There were no reporting disagreements on
financial  statement  disclosures or accounting  matters  covering the prior two
fiscal years up through March 20, 1999 audited by the predecessor auditors.

Item 9. Directors, Executive Officers, Promoters and Control Persons, Compliance
        with Section 16(a) of the Exchange Act.

     The  Partnership  does not have  directors or officers.  The following is a
list of the officers and directors of the Managing  General  Partner as of March
31, 2001:

Name                          Age         Position
----                          ---         --------
Albert E. Jenkins III         54          Chairman of the Board, Chief Executive
                                          Officer, President and Director
Richard R. Wood               78          Director, Secretary and Treasurer
William E. Jasper             85          Director
Linda R. Robison              54          Director

     Albert E.  Jenkins  III is the  President,  Chief  Executive  Officer and a
Director of the Managing General Partner as well as the Executive Vice President
and  Secretary/Treasurer  of Common Goal Mortgage Company.  He is also President
and Chief  Executive  Officer of Common Goal Capital  Group,  Inc.  ("CG Capital
Group"),  the managing general partner of Common Goal Health Care  Participating
Mortgage  Fund L.P.,  a Delaware  limited  partnership  ("Common  Goal I").  Mr.
Jenkins  also  serves  on  the  boards  of  directors  of  the  above-referenced
corporations.  Mr.  Jenkins  is a  co-general  partner  of Common  Goal  Limited
Partnership  I. Mr. Jenkins is also  President,  Chief  Executive  Officer and a
director of the St.  Catherine's Care Centers,  which are comprised of five long
term care facilities located in the State of Ohio.

     Richard  R. Wood is a  director  of the  Managing  General  Partner  and is
president,  a  director  and owner of 95% of the  outstanding  stock of  Renwood
Properties,  Inc. Mr. Wood is also a  co-general  partner of Common Goal Limited
Partnership  I and a director of Common Goal Capital Group, Inc., the managing
general  partner of Common  Goal I. In  addition,  Mr.  Wood is a member of the
board of directors of the St. Catherine's  affiliated  companies which currently
own five health care  facilities in Ohio. Mr. Wood has,  either  individually or
together  with  or  through   Renwood,   sponsored  58  prior  private   limited
partnerships  which have acquired real estate.  These  partnerships  have raised
approximately  $35,000,000,  with  approximately 81% of the properties  acquired
being  government-subsidized  low income  housing  projects for families and the
elderly and handicapped.  In addition, Mr. Wood is a controlling  shareholder of
several of the Renwood companies,  which act as co-general partners and property
managers  of certain of the  above-referenced  syndications.  He is  currently a
member of the National Leased Housing Association, Council for Rural Housing and
the Real Estate  Investment  Association.  Mr. Wood received a B.A. from Harvard
University  in 1943 and  attended  Massachusetts  Institute of  Technology  from
1947-1948.

     William E. Jasper,  Jr. is a director of the Managing  General  Partner and
has been a member of the Board of Directors of Madison  Square  Federal  Savings
Bank  since  1964.  Prior to 1980,  when Mr.  Jasper  retired,  he had served as
president of a multi-line insurance agency and brokerage. Mr. Jasper is a Deputy
Regional Director for a fraternal organization that is dedicated to the Maryland
Special Olympics which provides  health-care training and specialized sports for
the mentally  handicapped.  Mr. Jasper  attended  Baltimore City College and has
taken numerous  extended courses at Loyola College and Johns Hopkins  University
in real estate,  appraisals,  inspections,  financial  planning,  mortgages  and
management.

<PAGE>
     Linda R.  Robison,  is a director  of the  Managing  General  Partner.  Ms.
Robison  is an  attorney  and  practices  primarily  in the  areas of  corporate
transactions,  corporate  finance,  tax,  estate  planning and real estate.  She
represents such industries as manufacturing,  health care, construction, retail,
distribution, and computer software. Ms. Robison has been admitted to the Bar in
Massachusetts,  Illinois,  and  Florida.  She is a member  of the  American  Bar
Association,  and the U.S. Tax Court,  and past chair of the ABA Small  Business
Committee's  subcommittee  on corporate  tax. She has published  articles in the
Practical   Tax   Lawyer,   Securities   &   Commodities   Regulation,   Smith's
Review-Federal,  Estate and Gift Taxation,  Taxation for Lawyers,  and a Matthew
Bender treatise on real estate transactions. She earned her undergraduate degree
from the  University  of Georgia  where she  attained a B.S. in  psychology  and
graduated  cum laude and Phi Beta Kappa.  Ms.  Robison has a L.L.M.  in taxation
from Boston  University.  She is a co-founder  and  director of a wholesaler  of
sportswear, and a co-founder and director of a firm which finishes plastic parts
for the computer and automotive industries. Ms. Robison is a director of several
not for profit charitable and service  organizations and has served as the Chair
and Past President of the U.S.  Committee for UNICEF,  past president of Chicago
Finance  Exchange,  and past treasurer of Chicago Midwest  Women's  Center.  Ms.
Robison  is also a Zoning and  Planning  Commissioner  for the City of  Sanibel,
Florida.

Item 10. Executive Compensation.

     The Partnership has no executive officers or directors.  The Partnership is
not  required to pay the  officers  and  directors  of the General  Partners any
current  nor  any  proposed  compensation  in  such  capacities.   However,  the
Partnership is required to pay certain fees, make  distributions  and allocate a
share of the profits or losses of the  Partnership  to the  General  Partners as
described under the caption  "Management  Compensation" on pages 8 through 11 of
the  Partnership's  Prospectus,  which  description  is  incorporated  herein by
reference.  Set forth below are the fees,  compensation and other reimbursements
paid or accrued to the Managing  General Partner and its Affiliates for the year
ended December 31, 2000.

                                   Capacities in
                                   Which Compensation
Name of Affiliate                  was Received                Remuneration
-----------------                  ------------                ------------

Managing General Partner           Management fee                 $6,168

Common Goal Mortgage               Mortgage loan                  $1,021
Company servicing fees

No form of non-cash remuneration was paid by the Partnership.

For further  information on compensation paid to Common Goal and its Affiliates,
see "Management Compensation" on pages 8-11 of the Prospectus.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

     The Partnership, as an entity, does not have any directors or officers. The
following is information concerning Unit ownership as of March 31, 2001.

     To the best  knowledge of the  Partnership,  no person owns more than 5% of
the  outstanding  Units.  Messrs.  Jenkins and Wood each own less than 1% of the
total  outstanding  Units and all officers and directors of the Managing General
Partner,  as a group, own less than 1% of the total outstanding  Units. No other
officer or director of the Managing General Partner owns any Units.

Item 12.   Certain Relationships and Related Transactions.

     The  Partnership  has made and funded several  Mortgage Loans to affiliated
entities (St.  Catherine's  Care Center of Tiffin,  Inc., St.  Catherine's  Care
Center of Bloomville,  Inc.,  St.  Catherine's  Care Center of Washington  Court
House, Inc., St.  Catherine's Care Center of Fostoria,  Inc. and St. Catherine's
Care  Center  of  Findlay,  Inc.,  (collectively,   the  "St.  Catherine's  Care
Centers")).  In connection with these Mortgage Loans,  the Partnership  obtained
the opinion of an  independent  third party that the terms and conditions of the
respective  loans were fair and at least as  favorable to the  Partnership  as a
loan to an unaffiliated party in similar circumstances. The Partnership expects

<PAGE>
to enter into an agreement with the St. Catherine's  borrowers providing for the
extension  of the  maturity  date  of  all  the  outstanding  loans  to the  St.
Catherine's  Care  Centers.  The  Partnership  will  obtain  the  opinion  of an
independent third party that the terms and conditions of such agreement are fair
and  at  least  as  favorable  to  the  Partnership  as  an  agreement  with  an
unaffiliated party in similar  circumstances.  See "Management's  Discussion and
Analysis or Plan of Operation" for further information  regarding these Mortgage
Loans. The Partnership made an additional loan to an unaffiliated  party through
a joint  venture  with Common Goal I, an  affiliated,  publicly-offered  limited
partnership with similar  investment  objectives (the "Joint Venture Loan"). For
further information  concerning the Joint Venture Loan, see "Item 1. Description
of Business."

     The Partnership  engages the services of Common Goal Mortgage  Company,  an
affiliate of the General Partners,  in connection with servicing  Mortgage Loans
for which Common Goal Mortgage Company  generally is paid a fee by the borrower.
See "Item 10. Executive Compensation," for the information concerning such fees.

<PAGE>
                                     PART IV

Item 13. Exhibits and Reports on Form 8-K.


     (a) Exhibits

     The following exhibits are included herein or incorporated by reference:

     Number

     3.1  (a) Amended and Restated Limited  Partnership  Agreement of Registrant
          dated as of December 6, 1989  (incorporated  by reference from Exhibit
          3.1, included in Registrant's Form S-11 Registration  Statement S.E.C.
          File No. 33-31358).

     3.2  (b) Pages 8-11 of the Registrant's  final Prospectus dated January 12,
          1990, as filed with the Securities and Exchange Commission pursuant to
          Rule 424(b) under the Securities  Act of 1933, as amended.  Reports on
          Form 8-K

          (b) Reports on Form 8-K.

     The  Partnership  did not file any  reports on Form 8-K during the  quarter
ended December 31, 2000.


<PAGE>
                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                         COMMON GOAL HEALTH CARE PENSION AND INCOME FUND L.P. II

                          By:      Common Goal Capital Group, Inc., II,
                                   General Partner

                          By:      /s/ Albert E. Jenkins
                                   ---------------------
                                   Albert E. Jenkins III
                                       Chairman and Chief Executive Officer

Date:  April 16, 2001

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

       Name                             Position                      Date
       ----                             --------                      ----

/s/ Albert E. Jenkins             Chairman (Principal            April 16, 2001
---------------------                Executive Officer),
Albert E. Jenkins III                President, Principal
                                     Financial and
                                     Accounting Officer
                                     and Director of
                                     Managing General
                                     Partner


/s/ William E. Jasper, Jr.        Director of Managing           April 16, 2001
--------------------------           General Partner
William E. Jasper, Jr.


/s/ Richard R. Wood               Director of Managing           April 16, 2001
-------------------                  General Partner
Richard R. Wood


/s/ Linda R. Robison              Director of Managing           April 16, 2001
--------------------                 General Partner
Linda R. Robison


(A Majority of the Board of Directors of the Managing General Partner)